0001209191-11-029370.txt : 20110518 0001209191-11-029370.hdr.sgml : 20110518 20110518161653 ACCESSION NUMBER: 0001209191-11-029370 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110516 FILED AS OF DATE: 20110518 DATE AS OF CHANGE: 20110518 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE ROCK ENERGY PARTNERS L P CENTRAL INDEX KEY: 0001364541 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 680629883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: THE WEDGE TOWER STREET 2: 1415 LOUISIANA STREET, SUITE 2700 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-408-1200 MAIL ADDRESS: STREET 1: P.O. BOX 2968 CITY: HOUSTON STATE: TX ZIP: 77252 FORMER COMPANY: FORMER CONFORMED NAME: Eagle Rock Energy Partners, L.P. DATE OF NAME CHANGE: 20060531 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HERSH KENNETH A CENTRAL INDEX KEY: 0001032659 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33016 FILM NUMBER: 11855087 MAIL ADDRESS: STREET 1: 1675 BROADWAY STREET 2: SUITE 1950 CITY: DENVER STATE: CO ZIP: 80202 4 1 c17508_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2011-05-16 0001364541 EAGLE ROCK ENERGY PARTNERS L P EROC 0001032659 HERSH KENNETH A 125 E. JOHN CARPENTER FREEWAY SUITE 600 IRVING TX 75062 1 0 1 0 Common Units Representing Limited Partner Interest 2011-05-16 4 J 0 11230516 0 D 46689706 D Common Units Representing Limited Partner Interest 2011-05-16 4 J 0 2822651 0 A 46689706 D Common Units Representing Limited Partner Interest 2011-05-16 4 J 0 5520879 0 A 46689706 D Common Units Representing Limited Partner Interest 2011-05-16 4 J 0 910201 0 A 46689706 D Common Units Representing Limited Partner Interest 2011-05-16 4 X 0 266936 6 A 46689706 D Warrants 6 2011-05-16 4 X 0 266936 0 D 2010-08-15 2012-05-15 Common Units Representing Limited Partner Interest 266936 4711614 D Pro rata distribution for no consideration by Eagle Rock Holdings, L.P. ("Holdings") to each of its partners of common units representing limited partner interests of Eagle Rock Energy Partners, L.P. Reflects the pro rata distribution for no consideration by Holdings to each of its partners of common units representing limited partner interests of Eagle Rock Energy Partners, L.P. Natural Gas Partners VII, L.P. ("NGP VII") and Natural Gas Partners VIII, L.P. ("NGP VIII") collectively indirectly own a majority of the LP interest in Holdings and indirectly control the general partner of Holdings. NGP VII owns a majority of the LP interest in Montierra Minerals & Production, L.P. ("Montierra Minerals") and controls the general partner of Montierra Minerals. NGP VII is the sole member of NGP Income Management, L.L.C. Represents 2,822,651 common units representing limited partner interests received by Eagle Rock Holdings NGP 7, LLC as a result of the pro rata distribution by Holdings to each of its partners. Eagle Rock Holdings NGP 7, LLC is a wholly owned subsidiary of NGP VII. Represents 5,520,879 common units representing limited partner interests received by Eagle Rock Holdings NGP 8, LLC as a result of the pro rata distribution by Holdings to each of its partners. Eagle Rock Holdings NGP 8, LLC is a wholly owned subsidiary of NGP VIII. Represents 910,201 common units representing limited partner interests received by Montierra Minerals as a result of the pro rata distribution by Eagle Rock Holdings, L.P. to each of its partners. Montierra Management LLC is the general partner of Montierra Minerals. Represents the exercise of warrants to purchase 266,936 common units representing limited partner interests by Montierra Minerals. Kenneth A. Hersh may be deemed to share dispositive power over the units held directly or indirectly by NGP VII and NGP VIII, thus, he may also be deemed to be the beneficial owner of these units. This report is filed in connection with the Form 4 filed today by Eagle Rock Holdings, L.P., Eagle Rock GP, LLC, Montierra Minerals, Montierra Management LLC, NGP VII, Eagle Rock Holdings NGP 7, LLC, NGP VIII, Eagle Rock Holdings NGP 8, LLC, and NGP Income Management, L.L.C. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose. /s/ Kenneth A. Hersh 2011-05-18